FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kraatz Jeffrey 		2. Issuer Name and Ticker or Trading Symbol

KEYNOTE SYSTEMS INC [ KEYN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, Int'l Sales & Support
(Last)          (First)          (Middle)

C/O KEYNOTE SYSTEMS, INC., 777 MARINERS ISLAND BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/22/2013
(Street)

SAN MATEO, CA 94404
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/22/2013     D (1)    1588   D $20   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units   (2) $0   8/22/2013     D   (1)       15000      (3)   (3) Common Stock   15000   $20   0   D    
Restricted Stock Units   $0   8/22/2013     D   (1)       500      (4)   (4) Common Stock   500   $20   0   D    
Restricted Stock Units   $0   8/22/2013     D   (1)       15000      (4)   (4) Common Stock   15000   $20   0   D    
Employee Stock Option (Right to Purchase)   $11   8/22/2013     D   (1)       58000      (5) 4/4/2016   Common Stock   58000   $9   0   D    
Employee Stock Option (Right to Purchase)   $12.98   8/22/2013     D   (1)       14629      (5) 9/1/2015   Common Stock   14629   $7.02   0   D    
Employee Stock Option (Right to Purchase)   $12.65   8/22/2013     D   (1)       16900      (5) 7/6/2018   Common Stock   16900   $7.35   0   D    
Employee Stock Option (Right to Purchase)   $13.42   8/22/2013     D   (1)       60000      (5) 4/1/2017   Common Stock   60000   $6.58   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 23, 2013, by and between the Issuer, Hawaii Merger Corp., a Delaware corporation ("Merger Sub"), and Hawaii Parent Corp., a Delaware corporation ("Parent"), pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). Parent is a company that is wholly-owned by affiliates of Thoma Bravo, LLC.
( 2)  Erroneously reported as a Restricted Stock Unit award in forms 4 previously filed with the Securities & Exchange Commission.
( 3)  The performance stock unit award, which was granted on October 28, 2011, became fully vested and was cancelled in the Merger and converted into the right to receive an amount in cash of $20.00 per performance stock unit.
( 4)  The restricted stock unit award became fully vested and was cancelled in the Merger and converted into the right to receive an amount in cash of $20.00 per restricted stock unit.
( 5)  The option, which was fully vested as of the filing of this Form 4, was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of outstanding shares subject to such option and (ii) the excess of $20.00 per share over the per share exercise price of such option.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kraatz Jeffrey
C/O KEYNOTE SYSTEMS, INC.
777 MARINERS ISLAND BOULEVARD
SAN MATEO, CA 94404

VP, Int'l Sales & Support

Signatures
/s/ Jeffrey Kraatz by Allison Cooper, Attorney-in-Fact 8/26/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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